Heart of Iron
by Mr. Broun
Summary: In another timeline, Peter Parker Refused to take Mephisto's offer to bring back his Aunt May. Now, one year later he finds himself alone with the torn Iron Spider suit with pro-registration superheroes hunting him, peter must ask himself. Is he the man becoming the spider or the spider imitating the man?
1. Chapter 1

It has been one year. One Year since Aunt May was taken from the world and from him. One year since he refused Mephisto's offer to bring May back to life at the cost of his and Mary Jane's love. He wonders. Why did she have to die because of a mistake that he made?

In the dingy, stale air of a motel room, the man known to the world as Peter Parker sits at the foot of his bed in a worn white tank top with blue boxers. His hair is unkempt; his face haggard and covered in a two-inch thick beard soaked in tears. His eyelids are clamped shut as mental images flash in his mind as they have so many times before.

It's been one year since Peter Parker revealed to the world that he was Spider-man and he is still haunted by it. The events all replay in his mind like dominos, one event leading directly to the next. Beginning with his fight against Titanium Man in Washington D.C. struggle left nothing but rubble in its wake, people frantically running in every direction as the two collided at such a crucial time. The government was already considering governing superhero activities in the United States. Every hero or "cape" in a costume would have to submit their identity in return to continue their activities.

It seemed that maybe after explaining the importance of a secret identity, Spiderman could perhaps halt their decision if he was luck. At the time, he wasn't sure if he was any help but any slight chance he gave the hero community went down after the explosion in Stamford, Connecticut that resulted in over six-hundred deaths. It was a horrific sight for anyone to bear. The thick dust from destroyed buildings clouded the air like a grey fog. To make matters worse a school district was in the blast radius, so when people figured it was a super powered being responsible Spiderman wasn't exactly welcomed with open arms next to Iron man.

After that things got heated really fast. The people themselves, outraged by the Stamford incident pushed for the registration act to become reality. He remembers what it was like, waiting in the pristine halls of the White House as Tony Stark spoke to the President himself. Whistling tunes to pass the time and observing the many pieces that decorated the sunlit hallway. As Tony returned from the Presidents quarters he wore a dark expression on his face. The President would sign the bill and Tony was tasked with rounding them up the heroes. Heroes, who time and time again risked their lives and in some cases died doing what they thought was right.

The super hero community was being torn into two sides, those for registration and those opposed. Tony looked peter in the eyes and asked him to stand by him for pro registration. What was he to say, he had already said he would lend Tony a hand but this? This would mean facing a man he respected and admired, Captain America. When Tony asked him to trust him with pro registration he would have to reveal his identity to the world and it wasn't great. People crowded him wherever he went, he had been sued for five million dollars and Mary Jane was almost shot. At that moment fear took him over. Fear that he tried to prevent by wearing the mask was permanently undone.

Peters folded hands cover his face as he continues to reflect. He went along with it all until half way through the battles he realizes it was all wrong. When Tony showed him where the captured heroes go, placed in the negative zone. A twisted realm, where reality is twisted to the point where two weeks equals one hour on Earth. Seeing heroes, stuffed in personalized cages was not how a hero should act he felt and leaded to his switching sides.

But no matter what Tony had done to his captives was nothing compared to what happened to Aunt May. An assassin hired by the Kingpin meant to kill him had caught May in her chest. He remembers every ounce of blood that trickled down his arm as he held her. Bullets hailed from the motel walls, seeking to hit the target but none succeeded..

From His fight with Wilson Fist that was anything but in front of a room of inmates to moving May to another hospital because he could pay from his account due to pro registration looking for him. In the end he did get help from Jarvis, Starks butler in the end she still died.

Usually after this point Peter wonders what would have happened if he had said yes to Mephisto. He and Mary Jane would never have gotten married, would he even remember their marriage? Suddenly he thinks about how he could weight his marriage against his beloved Aunt. He couldn't say yes though Mary Jane agreed to it because it wasn't fair to ask such a thing.

"With great power, comes great responsibility." That's what Uncle Ben said to him all those years ago. A simple line of words that meant the world to Peter and made him the man he is today. Even now those words hold him in place from cracking under the weight of his choices. As he sits at the foot of the bed in a shabby, dark hotel room, how could he forget those words? His loss is great but when weighted against the families of other heroes affected by his decisions, how can he walk away?

Tears stream run his slumped face with the images Aunt May in the hospital bed and the cycle of Memories repeats again. The anger swells through his body at these thoughts. It has been a year since it all happened and he can't change that but he can do something now. He slowly lifts his slumped head slightly. He faces two chairs, each draped with rags formally known as costumes. The right chair is covered in black robes with only sinister white eyes and a twisted spider covering the chest area. Peter Grits his teeth, clamping them shut and balls his fist tight.

For a moment at the thought of revenge he wavers and turns his head with shut eyes. Peter looks into the other chair covered in red, its golden colored parts glinted in what little light penetrated the ragged curtains. The tense grip lessened to a slight clasp to the torn red and gold as it somehow brings back Ben's words.

He knows he can't go back to the way things were, the red and blue is gone like a faded dream in the stream of time. Things have changed now and the spider must survive one way or another. Peter wipes the running tears from his eyes with his forearms forearm and gradually comes to a stand. He steps closer to the two chairs, his unkempt hair covering his eyes. His heart pounds hard into his chest, knowing that what happens next will not be easy but it never is. A fight for survival, like those many other times but the enemy will be different.

As Peter looms closer to the two suits his right arm stretched out toward the black suit. "With great power comes great responsibility" plays in his head like it always does and he grips a fist full of the torn Iron Spider suit. Its silky soft texture made with cutting edge technology.

He gives a long steady exhale and says "It's ok Aunt May, Mary Jane. I'll make everything right this time."


	2. Chapter 2 - Nerves of Steel

CHAPTER 2: Nerves of Steel

In the city of New York, Stark Tower stands as the pillar to a great city. The tower itself serves as a reminder of man's dream to touch the sky. High above the office buildings and coffee shops the owner, Tony Stark has done just that and saved the world on many occasions as the invincible Iron Man.

One year has passed since the civil war ended and captain America was assassinated. Tony was appointed director of shield to replace Maria Hill who was moved to his second in command. Pro-registration was passed, allowing heroes like Mr. Fantastic and Wonder Man receive pay and benefits for doing what they always do, not that they really need it. They would fight villains, and save the day but also look out for anti-registration heroes as well.

In this year, the balance between hero and villain is skewed to a point. People that wouldn't normally cooperate, help each other to keep off the grid, hiding like the fugitives of the law they used to fight on a daily basis. The people feel safe again and that's all they care about. They care that heroes are there to save them and if anything goes wrong they know who to blame.

Since the reported death of May Parker there hasn't been one sighting of spider-man or Peter Parker until this day. This was the day both came out of hiding with a plan that would possibly break New York's foundation worse than the Civil War ever did.

A rugged faced Peter walked the dark, dank tunnel wearing the blue jumpsuit of a maintenance worker. The tunnel itself was a bit small but this was no problem for him, he had been in too many uncomfortable places chasing villain's in the past. He lowers the tool bag from his shoulder, laying it in front of a metal box on the wall and rummages through the bag for rubber gloves. With the pliers in hand, Peter grasps the cords in the metal box, looking carefully at them. He has been out of practice but this is child's play for him. He strips the cords and twists certain ones together. The sparks leap into the air as the wires make contact, springing forth and vanishing as quickly as they appeared.

There wouldn't be any security in such an isolated section of the city; it's not exactly a tourist attraction. The harsh smells of fesses and garbage invade his nostrils, causing them to flare at first. Rats curry in every direction away from Peter as if he were a threatening predator. In a way he guessed he was a predator but not to them. Using some electric tape, Peter wraps up the twisted wires, closed the box and was ready to rejoin the people on the surface surface.

To the world on the surface, Spider-Man is a villain but a bearded Peter Parker goes unnoticed as he claims out from a man hole with his hard hat and uniform. He walks down the sidewalk in broad daylight, crowded with citizens living their daily lives. In the distance a couple laughs, perhaps there was a funny joke that was said between them. He tries his best not to look in their direction, putting his head down. He grits his teeth and swallows hard on his emotions as he approaches a blue maintenance truck.

He enters through the back of the truck and changes the jumpsuit and picks up a backpack. From the bag he pulls out a Yankees baseball cap, sunglasses, an old brown leather jacket, blue jeans and classic converse sneakers from his backpack. His muscles tense up a bit as he exits the truck when a man wearing a blue jumpsuit approaches the truck.

"Hey what do you think you're doing in my truck?" Said the maintenance man.

"Uhh, sorry. This isn't where I parked." Said Peter in a witty voice. "I swear all these trucks are starting to look the same to me. Sorry about that."

"Even with all the heroes around here the cities still filled with jokers. Hope he didn't steal anything, the nut."

If the man had went looking for Peter it would be too late since he blended in with the crowds so well. He stayed close with the tourists groups, taking their time moving as they gazed high at the marvelous buildings. They would stop to take pictures, desperately trying to preserve the images of memories to be long remembered. One building in particular had that effect on people, the infamous Stark Tower stood with its wicked looking spikes on its top. People held their cameras up to the sky, hoping to get a shot of Tony Stark's avengers.

The sun beamed into their faces but the tourists faces were still arced upward as a figure soared through the sky toward the top of the tower. People flashed their cameras as quickly as they could until the figure was out of view. They all lowered their cameras in unison, sighing in disappointment.

"I got it, I got the picture! It's Thor!"

The Tourists crowded together the see the picture of the Asgardian god but Peter was worried. If Thor was here, how would his plan work when he could barely beat the Juggernaut? Peter tried his best to hide his face under the hat as his heartbeat picked up. Should he try later? Was this the right choice? He contemplated leaving just as another voice broke out.

"There he is again!"

There was a sigh of relief and slowly Peter walked closer to Stark Tower as the crowd desperately tried to capture more pictures of the god as he flew away. He stepped forward slowly like a cautious animal to food and slowly picked up speed till he pasted the threshold into Stark Towers lobby.

The lobby was covered in a brown marble tiles, a wide fountain in the shape of a star and a golden statue of Captain America which was accurate to every last detail. His strong square chin was that of a champion, the definition of was exact to the last bicep but it height towered over everyone at eleven feet tall in the center of that fountain holding his shield toward the sky. In front of the fountain was a plaque that read "A champion of freedoms to the very end" it would be three minutes before Peter would look away.

The hall was crowded with fans, hoping to see Iron man and wearing t-shirts with his name on them in hot red and gold colors. Peter joined the crowd as the tour guide called everyone to attention. The room became hot very quickly with so many bodies close together and excited. The tour would begin and Peter could move forward to the next phase of his plan.

The horde of fans followed the guide down the long stretch of hallway; along the hall were hollowed-out models of past Iron Man armors. A fresh coating of polish shined the light right off the armored plating. The suits were also arranged with various shapes and sizes with plaques in front with their names and who they were used against. A crowd of children swarmed to on suit in particular, the Hulk Buster.

The children shouted uncontrollably at the suit towering at nine feet. Some said it could defeat the Hulk while others argued different. The adults were too busy attempting to quiet down the children, now was the time. Peter clenched his backpack tight and backed away from the crowd. Forcing open the nearest door with his strength and closed it behind him. He enters an office without wasting any time, tossing off his jacket, hat and shades, tucking them into a nearby desk drawer but keeping the backpack on his shoulder.

Crawling into the wall, Peter unscrews the vent in a high corner with his fingernails. He knows that he can't be found yet, not when he is so close. Slowly, the screws swivel out of place and the path was opened to him. He enters the vent carefully, making sure to cover the vent up after he is inside.

As He skitters along the cool metal surface, the vents space gets tighter, making the bag harder to move. "Take your time" he thinks to himself because this is the tough part. Trying not to make too much noise to arouse suspicion takes time and had to be done right.

The various lefts and right turns would confuse anyone else but he's been here before, he knows the halls, the rooms and most importantly the labs. It was a better time then. Back when he Mary Jane and Aunt May moved in with the Avengers. Logan would hit on Mary Jane, Aunt May found a friend in Tony's Butler, Jarvis. Every now and then a vent would yield a view to a hallway covered in fine carpets and luxurious décor or a bedroom draped with the finest sheets and dressers. How could he not know where he was going?

At last Peter found the desired vent. His hands pressed hard on the cover, bending it slightly till it came loose. The cover fell only to be caught by a skinny but strong web-line and lowered to the ground.

He jumped down, landing into a room filled with shining machines. Each various sounds buzzed and beeped from each machine and had monitors connected to consoles with various charts and statistics but only one caught his eye. This machine had many thin needles hanging over a slab like an intricate sewing machine. This was the one, what he came for. Peter pulled out the tattered red and gold cloth that was the Iron Spider suit, laying it down on the slab. The lights from the monitors shined from the surface of the Iron Spider suit.

Peter took his place at the machines chair, accompanied with various buttons and knobs. He had seen Tony work from here before, bonding materials together to make it. Mesh webbing for glide capability heat resistant Kevlar to resist small-caliber bullets, a built-in Fire, police and Emergency scanner. For his eyes the suit also offered audio and visual amplification with infrared and ultra violet. Carbon filter mouth piece for toxins, GPS and three mechanical arms called waldes controlled through the titanium chest plate.

But before he can start, something must be done. He locates a power box in the far most cover of the room. The many swiiches control the flow of power to the room if not areas of the floor. With a carful flip of the bottom most switch, the right goes dark and do not come back on. Did he do something wrong? Had his effort been a waste? He flipped the switch again with the same result, maybe the line was fried from the sewer. One more time he flipped the switch with the same result.

Peter grit his teeth. Why wasn't it working? He did what he had to so why? Without thinking, he struck the electrical box causing the lights to flicker back on. Success, now he could work without being noticed. Now he could take his Seat at the chair.

He turns the knobs and watches the machines insert their needles in the various ripped areas with almost no effort at all just as quickly as it started, Peters work was finished. The torn areas were repaired with no sign of ever being ruptured from his battles from the Civil War. Peter lead out the suit on another table and sat at the largest console. This was the hardest part. The mathematic equations were far from fresh in his mind. Some changes were subtle and others not so much.

Hours had passed since that first tour left the building and Peter was still at work. The last thing to change were the three waldoes, the Iron Spiders mechanical arms fitted with cameras. They were like extra arms and legs, something a spider was meant to have but he couldn't out why there was only three. Peter studied the wires under a microscope and moved things out of place to make room for the changes when a man with a lab coat stepped into the room.

His face coated in surprise at a haggard Peter Parker with bags under his eyes. He sees Peter standing over the suit and the bent vent cover on the floor. In that instant he tried to scream out but Peter was too fast for him. Webbing shot from his wrist and covering the scientist's mouth. He grabbed his suit and dashed into the hall with no regard for who might be there. His elbow collided with at least three people as the alarms began to blare. Red lights flared from every which direction as armed guards in black helmets, goggles and vest aimed their rifles at him.

Peter didn't think as he turned into the nearest room and dashed for the nearest window, leaped through it. The tiny shards sliced his skin with the suit still clutched in his hand. The sun blazed its unwanted afternoon light into Peter's eyes. The air had invaded his nostrils making it hard to breath. The skyscraper that is Stark Tower dwarfed all surrounding buildings so there was nothing to catch onto but the building itself. Reaching out with his hand, Peter pressed his fingers together, forcing the web to make contact with a window, but he was still falling down.

When the distance of the web line met its extent he began to swing into another window, smashing into another room full of office cubicles. The alarm began to pound at his ears again.

"Place cleared out pretty fast which can only mean…"

At that moment he heard it, the boom of a human sizes rocket coming from several floors above. The tiny cuts were starting to sting but he didn't care as he unbuckled his pants and slipped into the scarlet suit.

It felt smooth on top of his skin like a second layer. Peter's hands began to shake, muscles tightened as the rocket boom drew closer. The air seemed to stiffen the more the booming sound approached and there he was. A metal man was in gold and crimson colors, hovering in the window. The afternoon sunlight glinted off his armor making him shine far better than any of the hollowed out models in the lower lobby.

"I didn't think you'd ever show your face here again, Peter." Said the Iron Man. "Did you change your mind? Its not too late you know?"

Peter didn't utter a word. He could only grit his teeth at the sight of the man of iron. His golden spider eyes portrayed the perfect expression cold and empty. Usually his banter lightens the mood but without it the mask and silence speak for themselves

"You must really have nerve to come here and think you'd get away. Come quietly and I promise I'll go easy on you."

If Peter wanted to talk, he couldn't, the anger was too great to contain. The memories began to flood back to him again, Aunt May in a pool of her blood and Mary Jane…

"Pete… are you in there?" said Iron Man as he extended his crimson, metallic arm toward Peter with a glow emitting from his palm of his hand "Say something or I'll shoot." As the glow began to grow, a whining sound began to grow louder as well.

Like lightning, a web line shot from Peter's wrist and grasps onto the Iron Man's arm. Peter instinctively yanks hard, Pulling Iron Man closer to him and forcing him off balance through the space where the peter shattered the window. Peter cocked back his right arm and collide it with Iron Man's helmet, mildly denting it and sending Iron Man tumbled three times through another window before regaining balance just outside the building. Instantly, peter sprinted after him, leaping out of the window onto Iron Man, continuing his assault, lashing out with both fist like a wild animal.

Iron Man grasped Peter's arms, stopping the onslaught with a fierce grasp.

"Alright Pete, play times over. I was going to go easy for you Aunt's sake but…"

"Don't you dare! If it wasn't for you, she would still be alive!"

"Ahh! It takes two to tango and only one to make the decision. Get off of me!"

Iron man tossed the Wild Iron Spider off into the air and followed up with a massive repulsor blast from his chest only to miss. The spider twisted his body, allowing the beam to stream through the sky, passing him.

"Damn Reflexes" spat Iron Man. "Jarvis, signal the might Aven…"

Before he could finish his sentence, two web-lines latched onto him. They had stretched to their limit before snapping back like a rubber band. The spider was coming in fast with his feet first straight to Iron Man's chest. Iron Mans chest shot a repulsor blast, slamming into the spider, stunning him to free fall forty stories into a busy street.

The spider laid helpless in the center of a mini crater on the sidewalk smoking from the repulsor and dust from the cracked cement. A crowd of people stared from a distance. Parents held their children tightly as the rebel Spider-Man was merely 5 feet away. Their murmurs grew louder as more gathered to see just what the cause of the crash was.

"Mommy, its Spider-Man!"

"No James, don't go near him he's unregistered. He's just as bad as those villains."

The scene was tense and people found themselves stuck in place. They felt uneasy but naturally drawn to the area like a cat to a mouse.

"Hey there's Iron Man, now that is a hero" Said one of the spectators. Frightened faces had begun to uplift as their champion hovered down to the site of the spiders fall. The people cheered for Iron Man as if he had come to save them from any villain.

"I need all of you to clear the area, now!" yelled Iron Man. The people were frightened again. Some moved away while others looked like they had a bad taste in their mouths. Iron Man balled his fists. If they wouldn't listen then maybe they wound start running if he started shooting. There wasn't much time left before the spider would be back on his feet with another onslaught. "Fine, have it your way."

The triangle on his chest plate began to glow blue light and whining sound began to grow louder. The people had panicked, fleeing with their children in all directions. Some children were forced apart from their parents and left crying while others were stepped on by the heard. The blue light grew till it could no longer be contained in the form of a larger repulsor blast.

The people ran as fast as they could, some jumping over cars, others hit by cars and the rest simply ducked. The beam was heading straight for the unconscious spider but before it could touch him, four golden mechanical arms shot out from under the spider and came together to form a prism. As the beam made contact it dispersed into the air as tiny blue specs like fireflies.

"No. What happened to my repulsor cannon?" said Iron Man in a disappointed tone. "Hmm, he must have modified the waldoes to block my cannons. I still have the missl…"

But the fight was already over, the waldeos opened at their pointed tips, revealing what looked like cannons. Each waldo shot repuslor blasts at the Iron Man. The spider leapt back on his feet and into the air before the man of iron could react with the four arms or "waldoes" digging of his back. He griped tight onto Iron Mans wrists, so tight the metal began to buckle under the pressure. The waldoes clawed into his suit, keeping him close to the spider.

"Jarvis, send in the mighty avengers NOW" screamed Tony Stark. "Jarvis? Answer me!" But there was not answer; Tony Stark could feel it as his body began to fall from the sky with the spider grip tight as ever. Tony tried to break free but something was different, the suit was heavy. With no power, the armor might as well be a steel coffin.

He crashed in to the concrete road jammed with cars as the spider crouched on top of him still gripping his wrists.

"Looks like I underestimated you pete. You've obviously been planning this. Just give up before the avengers get here."

"You think I'm scared of them? You people never understood what it meant to really fight crime. You selfishly put the lives of the people around you in danger, you're the criminals. I was stupid enough to play along and it cost me everything! My Aunt May, Mary Jane… Mary Jane."

Peters began to pull at the Iron Man's forearms and tore them clean off and leaving Tony's arms bare. The waldoes began to whip wildly, clawing at the Iron Man and tearing the metal. Tony was at his mercy, he had no suit and no backup. Was this it? Was he about to die at the hands of a former ally who could be as twisted as the many villains they fought together?

"Good bye, Tony" said Spider-Man as he cocked back fist for the final blow. "Vengeance."

Tony had closed his eyes, expecting the impact to crush his face but nothing happened. Slowly, he opened them again to find that there was no spider perched on top of him. Instead there stood a tall blond woman wearing a black outfit like a one piece swimsuit which had a yellow lightning bolt on her chest. Tony tried to arc his head to see more, a red headed woman wearing a black jumpsuit was shooting a rifle at a leaping Spider-Man. There was no mistake, the mighty avengers had come to Tony's rescue. Wonder man, Ares the god of war, Wasp and The sentry also joined in.

"Sorry were late boss But don't worry, we got this" Assured Wonder Man. "What happened here?"

"War" growled Ares "and he's still here I can feel it."

"Damn, I can't see anything" shouted Black Widow with a certain disappointment. "He must have some kind of cloaking device"

"Forget Spider-Man, help the people in the area" said Tony with a certain direct tone in his voice.

In a nearby ally, the spider watched the so called heroes help the injured. From that ally he watched as the Iron Man slipped from him. He was so close; victory was his on this day. Things would just take a little longer than planned. Slowly he backed further into the ally and out of view leaving giant glinting golden eyes fading from view.

It has been a week since the Iron Spider attacked Tony. He sat in his black business suite with a blue shirt. The desk was covered in papers with equations and graphs. The sunlight shines through the cracked shade of the window revealing tiny specs of dust float in the air. He sits quiet for twenty minutes before pressing a button on the intercom.

"Yes, Mister Stark?"

"Please send Black Widow into my office."

"Yes Sir"

The red head stepped in through the wooden door. Her hair was cut short barely passing her eyes. She wore a skin tight black leather suit in heels and red hourglass on her belt.

"Yes Sir?"

"Did you know that spiders are adaptable creatures? Some species even shed their skin once for new limbs, healing scar tissue. That's what peter did. Not once but twice. You know he even accessed an old power line because he knew we monitor every kilowatt used in this building?"

"I'm sorry but what are you getting at Tony?"

"I thought I was ready for anything. Since the Civil War I tried to do the right thing but now this. Peter's gone too far, his aunts passing hit him harder than I thought. He's become a predator and a dangerous one at that, I mean he almost killed me. We're going to the thunderbolts base, now."

The two walked down a rusted flight of stairs. Armored commandos stood at attention as Tony and Black Widow walked past the cells with rusting cell bars. They walked as far back as they could till they met two guards with rifles outside the very last door, bolted shut. The guards were covered head to toe in armor and sonic grenades.

"Open it up" demanded Tony.

One of the guards turned a key to unlock the door but both were needed to swing the door open, creating a screech that offered their ears. From the other side of the door was a cry of pain, a screech was let out in the pitch black space. Tony stepped forward with the widow at his side. The guards were at attention, waiting for whatever was on the other side of the black void to strike with their rifles aimed but Tony dismissed them both.

"Sir?"

"It's fine. At ease, soldier" said Tony in a calm tone, completely confident in his decision. "Come out. There are some things we need to discuss."

From the dark doorway was the outline of a black figure with a white, sinister looking spider covering its hulking chest. Its eyes were black and beady with a white outlines resembling Spider-Man's. It was about seven feet tall with sharp, black claws and a smile that stretched from ear to ear. Its teeth were sharp and jagged like a shark, a predator made for the kill.

"It's about time. We've been so bored by ourselves."


	3. Chapter 3 - Bonding vs Isolation

Chapter 3: Bonding VS Isolation

Tony looked into the black, pearl-like eyes of the creature before him. As Tony faced it, he couldn't help but be repulsed at the hulking figure. The black skin would pulsate in various areas of its body and tendrils would sprout at the tiniest squeak. The creature grin toward him and the Black Widow, intrigued as to why two avengers would come here of all places. Its name is Venom, the alien symbiote bonded to Mac Gargon, formally known as the Scorpion.

"How can we be of service, man of iron?" the creature growled.

"We came to talk about Spider-Man" said Stark, in a straight forward voice. "It's my understanding you know him better than anyone."

"No more than you do at this point." Venom chuckled a bit. The chuckle was enough to reveal its massive tongue hanging just outside its mouth, drooling just slightly. "You're his friend after all. Although, the passing of an aunt is enough for a change of heart."

"I heard you've done worse" once again in his calm voice.

"We doubt that" Venom snapped. "Even we never dared not involve May, she was a innocent, Brock understood that wellm and so do we."

"Then what about Mary Jane?"

"She was always bait, a trap the spider couldn't resist. Nothing else, besides if your going to be a girlfriend to a so called hero, these things go with the job description."

Tony took in all the behemoth had to say. His eyes gazed at every detail they could yield from its form. Still its tongue hung slightly from its mouth dripping saliva on to the rusted floor. The longer he looked at the creature, the more he became repulsed by its presence. There was nothing civil about this creature or the man inside it and simply standing around it made his skin crawl.

Tony turned on his heel to work in the opposite direction but when he did the creature stepped forward toward him. The Black Widow immediately stepped to cover Tony's back with a gun pointed at the creatures head. The guards were quickly called to attention, drawing their rifles and aiming at the black and white beast.

"We can help you catch the spider but if your widow insists on a fight we have no problem adding her to our list of arachnids to eat."

Tony exhaled deeply; the situation was already out of control. If they wanted to, the guard could possibly kill venom but that's not what he wants. He needs Peter but alive and right now the important thing might be to find him before he strikes again or worse. Tony quickly articulated his thoughts and turned back around to face Venom.

"See that's the difference between you and me. I don't want Peter dead, I want to talk to him" said Tony in his cool yet annoyed tone. "If anything, I know you are the best when it comes to finding him and luckily for you I'm in a hurry. But just so you know who's in charge here I brought something for you."

He pulled out a small device from his pocket. It couldn't have been any bigger than a credit card. He moved his fingers swiftly across to screen while lights flashed in response to the buttons he pressed. When Tony was done, all was quiet in to room. The tension was so thick no one dared move a muscle for fear of what would happen.

Venom looked deep into the widows eyes, daring her to move when it happened. A hot sensation began to coming from over its spine. At first, it was nothing to worry about but then it spread throughout the body. Its fingertips began to heat up, the body was too hot. The black ooze, acting as its skin began to lash out in tiny tendrils and screeched in pain. Sound was its weakness, but heat was also dangerous. The pain was too much, the black symbiote began to unravel itself, attempting to distance itself from a man, a man known as Mac Gargan, the former Villain, Scorpion.

Gargan's skin was red and hot from the heat surging through him. He staggered to keep from falling to his knees and that would only hurt more. He balled his hands into fists though that only made it worse. All he knew was that it hurt and the symbiote couldn't help him. He just wanted it to pain to stop.

"Alright, stop" he yelled but the pain wouldn't go away for another ten agonizing seconds. Finally, Gargan had fallen to his knees as the symbiote slithered over his body, coating it in black once more.

Tony pressed a few buttons on his tiny device and stepped closer to Gargan's ear. Slowly he whispered it the monsters ear "Felt that huh? Not only did we plant you with a nanotech solution to track your movements, I weaponized it to fry you from the inside out so you know I'm not playing games here." Tony remained cool while threatening the monster just an arm's reach away without a drop of sweat. "If you want to play ball so badly, fine. But don't think I wouldn't fry you if you do try something. You bring him to me, thats it."

Tony stood up over Venom with a cold look toward him; the widow still had her pistol pointed at him with no sign of blinking. Tony walked away with the widow following him from behind. As he passed by, each of the guards gave a salute to the monarch of technology. While walking the Black Widow looked like she had a bad taste in here mouth. She stepped ahead of Tony, blocking his path.

"Do you think it wise to trust that creature?" said the Widow with a certain loathing in here voice. "He, it cannot be trusted".

"That's why we have the tracking device to monitor his movements and you following him." the Widow gave a skeptical look at Tony. "Hey, what's the point of being a spy if you can't track a giant baboon? He can track Peter without activating his spider sense so it's logical and I need someone subtle watching him, it. If he gives you trouble, you flash fry him and I'll send you a few shield agents with the appropriate gear just to be safe."

Tony and the Black Widow walked down the hall to the outside world with a trap for the Spider-Man, but would it work?

He swings through the city like an anxious monkey on a vine. Spontaneously, web-lines shoot from the confines of the Iron Spider's wrists and latch onto the towering buildings surrunding him. He moves so fast, cutting through the air that nothing matters except his distant red and gold target, Iron Man. The skylines all blur to mounds of grey as he zooms through the concrete jungle. Faster; he yanks the web-lines trying desperately to close the gap between them both.

"This is the perfect time" he thinks. "He doesn't know I'm behind him."

In response, the four Waldoes on his back stretch out, spinning webs of their own and making him move faster. "A little further" he roars to himself. "Almost!"

The gapping gap quickly turns to mere feet. This is it; the Iron Spider reaches out its arm like a claw to grasp the Iron Mans leg but then he see's it. It was only for a fraction of a second but he is certain of what he saw. Something his mind could not forget and seen for so long there is no mistaking it so high up on the rooftops, red hair. He doesn't even give it a second thought; He stops his pursuit and swings in the opposite direction.

If it was possible, he felt that time was moving too slow. Could she really be here? Was someone playing a game? It didn't matter to him. If he didn't see for himself it would keep him up till he knew for sure. Peter's Heart felt like it would punch a hole in his chest. There was a lump in his throat that wouldn't go away.

"Why am I taking so long?" he roared "I know what I saw."

Peter releases all of his web-lines and rolling on top of the gravel on the roofs surface. His eyes and the Waldoes stretch out, surveying every direction. This was it, he thought, She was here. He looked around desperately for some sign of her. Slowly, he sinks to his knews, the gravel digging into the Iron Spiders comforting fibers.

He punches to roof with his right fist; the anger swells up even more than before. Was he wrong about her being here? Was it some super villain messing with his head? or was he crazy and his mind the first to go? His head sank into his chest and stayed there until he heard it, a foot step.

It was such a light step from behind and yet it registered to his mind. Instantly the waldoes react, three coil themselves closer to Peters back side while one looks off to the distance at the figure of a woman. She walks toward him in slim fit pants, and shirt whereing sandals. Her body was also slim with flawless skin, shining in the mid-morning sun. He tries to focus hard on her face but it is covered by long strands of red hair.

Peter slowly stands from his knees, craning his head at the red head. She continued toward him and using both her hands to move her hair from her eyes to reveal the face of Mrs. Mary Jane Watson-Parker. Peters face was in astonishment, she was here in the city, walking right toward him. How this was possible, he didn't care. As he walked closer he could see her lips softly utter something to him.

Peter stumbled closer with his arms out, welcoming her touch. He focused hard on her lips to understand what she was saying as he pulled off his mask. A man suddenly appeared behind Mary Jean, He was young by the way he stood, eager and proud in a brand new outfit. Black boots, white gloves, a black cape and a mask had sections removed, revealing his mouth and blond hair.

Peter's muscles tensed up the moment the kid lifted his hands. Peter sprinted for Mary Jane as hard as he could but as he ran forward it felt like he was slowed down. Instead of the gap between them closing it was growing and the buildings faded into an infinite white void. Mary Jane soon became nothing more than a figure in the distance. Tears streamed down Peters face as he found it impossible to reach her. He shot a web-line but it moved no faster than him.

As he saw her fall to the ground, Peter opened his eyes, screaming in a dark bedroom. Peter inhales and exhales deep as he can, his pours flood with sweat. An open window shade lets in the moonlight shine into his eyes. It was all a nightmare, his third this week. Moving to the edge of the bed, Peter sat up.

The sweat drips down to the wooden floor covered in Chinese food containers. The room was small, even for one man and the air was stuffy. These dreams didn't seem to stop attacking him in the dead of night. If it was possible to go back to sleep he wasn't interested since he was now wide awake.

Mice scurried cross the room to dark corner as the light bulbs turned on and hastened their moment as Peter skulked by. He made his way to a rusty sink, passing two small wooden chairs and a with the Iron Spider suit draped over it. Its red and gold colors shine without a stretch on it as if the battle with Iron Man never happened.

The wood on the sink counter was split along the edges, unpolished and covered in dust. Peter gives a sigh as he twists the sinks weak knob, letting the water flow into his cupped hand. Repeatedly he sips handfuls of water and even splashing some on his face to stay awake. He can see outside his window, other buildings. The skyline catches his breath. The many people living out there, how many of them did his fight effect? There would be more, fights are required of him tomorrow and the next day.

Peter sits back in one of the small wooden chairs. He replays that fight with the Iron Man, relives it. The anger he felt rekindles quickly and he balls his fist. He lost control; People got hurt, maybe not by him directly but as a result. Was this what he really wanted? Only thing he knew was that "she" wouldn't approve. She would say that he was no better than Venom, the way he lashed out.

The thoughts easily weighed heavy on his mind. It hurts too much to think of what Uncle Ben would say. So he does what comes natural, He goes to work. Pulling out his tools, peter works on the Iron Spider. Maybe the Waldoes can shoot webs? For the rest of the night tinkering sounds would echo through the halls well into the morning.

The sun was up and so was Peter, already long finished with the Iron Spiders improvements. He is just sitting in his small chair when a knock sounds at the door. Still, he sits like a stone in place as the knob jiggles left and then right. The knob stops and the locks click then there is no sound.

The door bursts open and a slim figure dashes in, rolling across the floor. Still he sits in his chair as if nothing happened in the first place. The slim figure came into focus; it was a blond woman, slim. She had low cut black tank top with blue jeans and black high heels to match. Her hair fell down a little past her shoulders but her breasts were enough to catch anyone's attention. Round like melons which gave the point to why she wore the tank top in the first place.

The two gauged each other but peter was far from alarmed. He knew her as Felicia Hardy, the Black Cat, someone who didn't do much of anything without money involved.

"You're off your game, Spider" Said Felicia in a slow, sexy tone. "What if I had been Iron Man."

"Then you would be at the wrong place at the wrong time" replied Peter flatly. "After a brawl in the middle of the city, last thing Tony wants to do is fight me while I'm expecting him. He'll most likely track me but even then with my spider-sense it would be difficult."

"Wow you're not kidding" Said Felicia as she stood upright and closed the wide open door. "Not even a joke to lighten the mood."

"yeah well I'm not in a joking mood these days" continued Peter in his flat voice "What brings you back to Chinatown? I figured you'd be busy with the heroes for hire."

"Well when my friend Ms. Lang said you could stay she didn't think you would be up half the night keeping the neighborhood up with you. Do you want the avengers to find you?"

"I suppose in a way I do. It's fine, I'll leave today."

Felicia was taken aback by Peter's words. "You don't have to leave, just keep it down."

"No I have to go, don't want the avengers to catch on to me just yet. It might be best to leave now actually."

"Now hold on a second. I know times are hard on you Spider but you don't have to do this alone." Said Felicia as she grabbed Peter's bare forearm with two hands. "I know Mary Jean is gone but I care about you too. She wouldn't want you to do something you'd regret. Come with me, we can go to Paris right now. Please, it hurts me to see you like this."

Peter gave Felicia a cold stare like ice.

"I have work to do here in New York, I can't go to Paris now"

"And why not?"

"Because too much has happened, I started all of this and with great power comes gre-"

"-Comes great responsibility" said Felicia in a sorrowful voice. "I know that line goes great with the cub scouts but look around you. Norman Osborne's a good guy, heroes are in hiding and the one place on earth you shouldn't be, you are. Please, you're going to get yourself killed."

"Maybe that's part of the plan, too. A line was drawn when the civil war started and I picked the wrong side and the people closest to me died. I have to own up to it and make things right no matter what."

Felicia gazed at Peter's shining wedding band on his forefinger. Slowly a feeling came over her. She had that stunning realization that no matter how much she cared for him, Peter would not, could not stop. He always did have his values and couldn't lose them, especially now after losing everything because that wasn't him. Maybe this was why she cared for him so much. Did he keep her honest even when she wasn't sure of herself?

She brushed her own blond hair behind her right ear and took a deep breath. "Alright spider, you win. You always were better at the hero thing than I was but if you need help, call me ok?"

Peter looked Felicia straight with his blue eyes. He gave a slight smile and looked down to the messy wooden floor. "maybe I will."

The time in the tiny apartment seemed to stand still as the two fell silent. Peter grabs the Iron Spider off of the table and heads to the bathroom. Wandering to the nearest window, Felicia looks out at the morning commuters as they walk about the street except one. A mid-sized man in a black jacket was staring straight at the window. He was bald with a narrow nose but a face she had never seen before.

A chill runs down her spine like a chilling wind. The man continues to stare but she quickly looks away. "Spider, I think it's time for you to leave right now."

Peter opened the old bathroom door, like it was ready to come off of its hinges. He grabbed whatever cloths he could from his backpack and slipped into them. Felicia gave another look out the window to see the man crossing the street. There was no question he was coming toward the building. Felicia tossed Peter his backpack and pashed him into the hallway into another empty apartment, just as unkempt as the last one.

The window in the furthest corner looked like it led to an alleyway. He jumps to the wall outside the window without thinking and climbs the wall the ground and mixing into the crowds and out of sight.

The old wooden steps whine from the heavy weight bearing down on them. The sounds proceeded down the hall as Felicia made a run for the window of Peter's former apartment but it was too late. The stern bald man stood half way in the doorway, his grunt was enough to make her stop dead.

"It's been a long time" Slowly he walked toward her. "So long since we had your silver hair clenched between our fingers."

Her heart sank deep into her chest she forgot it was beating. Maybe if he said "I" instead of "we" things would be different but he did say we. Her shiny blond hair slowly turned ghostly white she raised her fists and ready for a fight. He raised his open hands to his shoulders and stopped dead.

"Easy Pussy cat. We only want to talk."

"Sorry but "I" am not in a talking mood, Venom."

"You will if you don't want Iron Man at your dinner table."

Her hands descend down to her waist. She watched Venom's hands slowly lower his hands with a sinister smirk on his face as he took one step closer.

"I remember to first time we met. Or should I say you met us, we were with brock then."

"Get on with it. You want to know if I've seen the spider, the answer is no"

"Oh but we know better than that". The black coat that was Venom easily stretched to Felicia, closing the distance between them as a large tendril. "So much better."

It slithered around her neck quickly like a snake choking her. She tried to dig her sharp nails into the black ooze but it fought back, pushing back against them, bending them. The black slim let out a low squeal and little tendrils squirmed, wigging frantically. The form of the coat had also begun to spread across the man's body until he was covered in black and a sinister spider spread across his chest and back.

"If the spider is back in New York you wouldn't be able to help yourself to come to his aid. He was here, that much we know. Where?"

Felicia struggled to breathe but the pressure was too great, he was too great. "I…don't…know."

Venom cackled at her response like it was a hilarious joke. His sharp teeth separated at inhuman distance for a normal jaw revealing its lizard tongue, wiping left to right, up to down. "We know you've seen him, it's all over your face. Just like back then."

Venom's elongated arm began to reel in the Felicia with a firm grip. Closer his mouth drew with each second, those jagged uneven teeth. "With you he will come to us". Venom's tongue slobbered saliva all over her cheeks and slided its alien slick texture over her face smooth face.

Venom slammed Felicia's head into an already weak wall. Her eyes shut at the moment of impact and her body went limp in Venom's clutches. People cracked their apartment doors open to see what was happening. Elderly Asian women peeked out of their doors as the titan, Venom made his way with Felicia in his arms. Its alien mouth widened from ear to ear looking back at the elderly women. One of them walked down the hall in front of Venom, speaking to him as if it were a person who owed her rent money.

Her face was wrinkled like a raisin and her face had a few liver spots. Her hair was covered by a white bandana, tightly wrapped around her head. Her fingers were so skinny there was practically nothing but skeleton.

"What are you doing with her? She is a guest here."

"This is official government business; now move before we eat you, bones and all."

The woman quickly backed off, moving to one side of the hall leaving Venom to stroll down the stairs unopposed. As he walked he talked into the air. "I know you can hear me Stark and if you want me to catch the spider I need you to do something for me."

It had been at least two days since Peter saw Felicia last. The Black Cat hadn't been seen fighting crime once since then and in New York that was saying something. Was he supposed to find her? Maybe Tony knew that they were talking?

On this clouded New York morning, a blazing sun attempts to break through the transparent grey sky. Great oak trees cast no shadows on this day. Peter walks into a Chinatown store wearing his Yankee baseball cap and a pair of shades. The man at the register looked at Peter with cautious eyes as he picked up a bottle water and bags of mixed peanuts. The man looked at Peter as a news report flashed on the television.

"We bring you a special report. Two days ago Heroes for hire member, Black Cat otherwise known as Felicia Hardy was suspected to have aided and abetting the Spider-Man. Days after his colossal fight with Iron Man the two were seen together by and eye witness in Chinatown and she was captured. Today, the Black Cat escaped an Anti-registration containment facility in Queens, New York. Citizens are urged to notify the authorities if you see the people from either photo."

A picture of Peter and Felicia was on the television. Peter approached the cashier with his food and dropped the cash on the counter trying not to look the man in the eye. The cashier did the same, giving Peter his change while looking at the doorway. As he walked out the doorway, he could have sworn the man winked at him.

He thought about Felicia running from the law. She was a capable person; surely she could handle whatever Tony had planned. just then Peter's mind froze in place as if he was stuck in a trance. The thought of her trapped in a prison kept replaying in the back of his mind.

It would be a mistake to get involved with her; there was no plan for him. For all he knew the entire thunderbolts team could be gunning after her but she knew the risks. "She'll have to fend for herself" Peter thought to himself "but if I never came back this wouldn't have happened". Peter balled his fist and even grit his teeth in anger but he knew what he had to do, after all it was that simple line or words that shaped his entire adult life. Peter walked to the nearest train station headed to Queens.

Riding on the roof of the F train, his eyes scan the familiar neighbors. The sunlight seemed to show the borough at its best. The small mom and pop stores and houses made his mind surge with memories. For the rest of the ride he would keep his eyes clamped shut for the rest of the ride.

Peter stood to his two feet in the Iron Spider suit, glinting gold and crimson in the bright sun holding the backpack with all his clothes. Where the train passed houses, wooded areas stretched as far as the eye could see. He leaped down below the train tracks and blending into the houses like a chameleon. He passed countless houses until he reached a warehouse on the edge of the Queens neighborhood.

The wood of the warehouse was warped and the paint was worn. He circled the outside of the building, looking in with his transparent form. The dirty windows made it difficult to see through but there was something inside. A door to the right side of the building swung open and closed, banging against the uneven, warped doorway. Peter slipped Pass the door as it opened and saw an unconscious Black Cat, outfit and all laid out along the dirt covered floor.

The invisible Iron Spider treaded cautiously as he approached the Black Cat. She lay peacefully he checked her pulse, she was alive. The spider's liquid veil washed away like a light mist, bringing the red and gold colors back and elevated her head on his lap. "Felicia, are you ok."

"I'll be just peachy for some cat-nip." She chuckled lightly under her breath.

"I'm sorry but this isn't the time for jokes. What happened?" said Peter curtly grabbing Felicia's cupped shoulder tightly with his hand. "How did you get away?"

"I didn't, It's a trap."

"Two points for the princess" said a sinister voice in the dark corner. "Are you really that surprised, Petey?"

The Iron Spider turned quickly to face the offender, a tall bald man stood in the corner in a black jacket. The man leered at him with an unflinching confidence. The Iron Spider clamped his hand shut, this was exactly what he didn't want to happen yet reality played its hand.

"Sorry, I don't know you." Said the spider in a cold tone, now leering back at his next opponent.

"Oh but you do. You know us all too well."

"Venom?!"

"The spider remembers us, we are honored. Even with plastic surgery." The bald man became incased in the black symbiote, turning into a hulking venom. It's lizard-like tongue rolled out of its large mouth and bearing its large sharp teeth. "Tony Stark sends his regards."

The Iron Spider let go of the worn out Black Cat and stood to his feet. Another fight, not Iron Man but one of his personal greatest opponents. In the past he would be scared to face him but that was far from the truth on this day. This monster was responsible for much pain in his life and today would be different, it had to be. The spider crouched into a battle stance and released to for Waldoes from the golden disk on his back.

Venom's black skin surged and vibrated with excitement, drinking in the moment like ecstasy. The air became calm for a moment as the two readied themselves for the awaited fight until the glass of a window broke. It was the Black Widow with her tranquilizer rifle in hand. She rolled across the floor and aimed at the Spider with every intent to shoot.

"Sorry to interrupt boys, but Tony wants the Spider-Man alive." She said in a cool toned voice while keeping Venom in her peripheral vision and pulled out a slim device from the pocket of her slim, leather suit. "And as for you Venom, Tony sends his thanks."

As she pressed her fingers on the red touch screen Venom's black skin began to quickly unravel into tendrils. It began to screech in pain as the tendrils whipped wildly as he held his hands to where his ears would be. The spider stood hunched over, still ready for a fight as the widow turned all her attention to him. If this was a fight with Venom, the Black Widow shouldn't take it lightly.

The spiders head began to buzz like a hive of bees. Five Shield agents had covered the exits of the warehouse, aiming additional sonic guns and pistols at Venom and Spider-Man. Even with the extra agents, the problem wasn't them but more of what Venom would do next. Felicia was still down, groggy from whatever drugs Venom pumped her with. He would have to work this situation carefully and working alone was the best way to do it, it had to be this way.

The spider-sense had laid out every agent's position, the beating sweat trickling for their foreheads. He was sure he saw it, a big smirk formed with those large jagged teeth. He was laughing, Venom was laughing so loud the sounds rang through the warehouse. The tiny tendrils began to weave back together like living strands of string. The agents tightened their grip on their pistols shuffling into place.

Venom pulled out a little chip, showed it the widow and broke it before her eyes.

"No way. That device was plated in Gargan's spinal colume."

"Your Heating device was attached to Gargan but Starks technology isn't enough to subdue our bond." Venom gazed at the widow with eyes full of malice as he slowly adjusted his body, inflating certain parts and muscles "No devices unreachable and no technology foolproof!"

Without warning, black globs flew from Venom's body and covered the open chambers of three guns, including the widow's rifle. As the three were surprised by the sudden moment, the last three sheild agents fired their rounds in kind. The black giant Venom feel, hitting his face to the cold, dirty ground. Thought the bullets did not hit him a whining sound all the say. With the symbiote weakened Gargan couldn't on his own as the pain from his spine mad his body useless. the Widow and two agents pulled the black slim off their weapons with great ease.

All of the agents including Black Widow began to incircle the disabled Gargan as the Spider lead high into the air, shooting six weblines from both hands and the four Waldoes. The Widow looked in both amazment and anger as the Spider brought the guns between his two hands and mashed them together and tossed them to the side. The agents quickly drew their secondary pistols and too aim but it was too late because Venom already back was back up.

It began an onslaught, punching and smashing as the spider leaded around the surrounding, wrapped up each soldier and ocassionally shooting web-balls at Venom's mouth to keep it from eating them. Black Widow was the only one left standing as her subordinates were all beaten and unconcious. She staggered backward at the same time holding her ground.

Grabbling hold of her right wrist and aiming it swiftly shooting darts at her targets. The spider easily dodged while its evil double ran stright for her. She bent her body to avoid the creatures claw but she was still too close. she kept thinking of the screature as a solid, ignoring the fact that it had no set shape. A large tentical insnarded her by the waist and reeled her in like a fish on a hook.

"Too bad agent but you never stood a chance" Venom's mouth stretched far beyond any normal jaw, revealing a long tunnel through its throat. She tried to shoot him with more darts, kick loose by striking his crouch but nothing worked. As far as she could tell Spider-Man was standing on the ceiling and watching the show.

"Parker, you can't let him do this. What ever happened to being a hero?"

The Iron Spider continued to watch silently with his arm folded as she drew closer to the alien's insides. She closed her eyes, when a blue repulsor blast struck Venoms shoulder. The widow fell to the floor wide eyed.

The Iron Spider descended to the ground. He walked straight toward the widow as she spoke "thank you for the assist, thought it was a bit late. Sorry parker but I can't let you g…"

Without warning the Iron Spider struck the Black Widow's face, knocking her out cold.

"That was pretty cold, Parker." Said Venom as he lay on the floor holding his shoulder. "A man after our own heart."

A black shadow slid across the floor and latched onto the arachnid's foot and stretched across like veins. He yanked his leg away as quickly.

Venom stood to his face with a face of astonishment. "s-something is different about you… something delicious. You and I will merge and be one as it always should have been!"

"Over my dead body will you ever control me!"

"That can be arranged."

Hours later, a tired Tony Stark waltz around his office thinking to himself. About how this plan was a complete mistake. The six agents were injured, by venom including the widow who was still out cold. Thinking about it all made his throat dry and a dry throat made him feel like drinking.

Every news station had flocked to the Warehouse by now, questioning, demanding answers. The setting suns like shined through the open blinds. Tony sat in his luxurious arm chair watching the news channels on six screens broadcast the incident when it happened.

All of the channels footage cut to a breaking news bulletin. Tony braced himself as a footage started playing. I t was Venom, defeated and lying on the ground helpless, the symbiote now nothing more than a puddle of ooze around a disabled Mac Gargan. The camera, which was focused on Gargan had swung around to the gilded face of the Iron Spider. He pulled off his cloth of a mask, revealing the face of a shabby haired Peter Parker, who then spoke into the camera.

"Hello New York, My name is Peter Parker and this makes the third time that I am talking to you. The first time was just before the civil war started, when I was confident that I was doing the right thing. Time when on but something was different. People knew who I was now, my life was exposed and my girlfriend was almost shot but I stuck to it and heroes were captured like the villains they once fought and I had changed my mind. Because I realized too late that what we were doing was wrong. I only wished I knew earlier like the late Captain America."

"After I had switched sides I was forced to battle more of my friends but I thought it was going to be ok but I was so wrong. By then the damage was done, every one of my enemies knew who I was. So while I out fighting Iron Man, Wilson Fisk the former Kingpin ordered a hit on me at my Aunt May was shot instead. I… was in a dark place for a short time and Fisk knows that better than anyway. I tried my best but she eventually died as did my wife Mary Jane."

"I understand that I was the one that made the decision but that didn't mean that Pro-Registration was right. If I was chose right to begin with, both of the women closest to me would still be here. Today, Tony Stark sent one of my greatest enemies, someone who terrorized my family with every chance he got. Well I have different plans, whether the plan was to capture me or kill me. Today I will rectify my mistake."

Peter's four golden Waldoe arms folded up half way as the beaten Venom attempted to stand on his feet. "WE WILL KILL YOU, WEAR YOUR CORPSE AHHHHHHHHHHH!"

A load sound rang through the warehouse, bouncing off walls and surfaces. The symbiote screeched in great agony. It clawed at the dirt ground attempting to resist but it was too much. The black skin turned to a slick liquid form, dripping like warm ice cream. The sounds grew loader and loader until the puddle dried into dusk.

Tony continued watched the video with skeptical eyes.

"I should apologize Tony; this wasn't about revenge at all. You made a mistake with registration, it's only a matter of time before more families are hurt, more blood spilled. If saving people means to go against the law than that's fine but me, I was already considered a menace before all this. So I'm sorry to disappoint but I'm not going anywhere, not until registration is over."

The video cut to black and the video was over. Peter had made his intentions clear, that he would fight crime while eluding the authorities. It wouldn't be long until the White House would ring his phones off the hook or anti-registration to gain new ground. Tony had made his move, it backfired in a big way. Now it was Peter's turn and the best he could do was prepared for the worst.

The news channels would replay the video for the rest of the day before the government would get involved but in that time Tony would have seen it at least four times. His rapid eyes skimmed over the surface of his monitors until he caught sight of it. A small portion of Peter's bare skin was showing when he remembered one of the Iron Spiders functions. It could separate a portion of itself to contain an object too dangerous to touch.

He sat back into his arm chair and rummaged through his desk for a drinking glass and a bottle of bourbon. He poured as much of the liquid as he could, took a deep breath and said in a low voice "Shit."


	4. Chapter 4 - Knight on the Town

Chapter 4: Knight on the Town

Tony Stark in his leather armchair at his cherry wood desk waiting for the dreaded call. He held the bottle of Bourbon clenched in his hands grip like a vice watching the video of what the media called Spider-Man's declaration. Tony watched his phone, waiting for it to ring but it did not. They wanted him to sit with the idea of failure or maybe they were thinking of a plan to handle the situation.

He had gone about this all wrong. Peter had defeated his nemesis and broadcasted it with local media. Surely the net would be swarming with people buzzing in the chat rooms about the Spider-Man's victory. Good public relations would surly swing in his direction. He couldn't take the silence; he wanted it to be over with already. Let them say what they had to say so he could get to work on his next move in this chess game.

Suddenly, Tony's cell phone rang; he jumped in his seat as if a jolt of lightning struck him from his chair. Reaching into his pocket, he couldn't decide if he was genially nervous of that the drink had gotten to him. His thump jittered as it pressed the button to answer the call.

"What the hell is going on up their Stark?"

"Everything is under control Mister President"

"With all due respect Mister Stark, if it was, I wouldn't be hearing about It." Said the president in a curt voice. The media is in a frenzy and talk of a "Civil War II" is on everyone news channel. Five S.H.I.E.L.D. agents in critical condition not to mention agent Romanoff is unconscious."

Tony rubbed the temple with his fingers, attempting to sooth his mind. "I understand the situation is a little out of hand but believe me when I say that I will not let that incident repeat itself".

"I should hope not. Now what happened to this Mac Gargan, the files have him under the name Venom?"

"Yes, the agents recovered his body, and Spider-Man's initial video was not fabricated in any way. The Symbiote was seemingly destroyed by the load sound, resulting in Gargan's permanent loss of hearing. Damage to his spinal was also done when he decided to remove a tracking device we attached to it and is now paralyzed from the neck down. The violent separation from the symbiote seems have caused major memory loss as well."

"It's unfortunate what happened to Gargan but what do you know by "seemingly" destroyed?" Said the president in an alarmed tone.

"Actually Mister President, I reason to believe that Spider-Man took a part of the alien for purposes unknown to me."

"What!?" Responded the president in a hoarse voice. "Can't we track the damn thing?"

"No, it seems it was able to extract the nanite solution from its mass."

The president was quiet on his side of the phone line. The initiative, derailed by one Individual? So much had happened, for the people to believe in renegade heroes again. This Spider-Man had everything, perhaps he wasn't so much a threat now but given enough time things would get out of hand. The cycle could begin again before they knew it but this time people could lose faith in the government, not just heroes.

"Is there any way that we can talk to this Spider-fella? Get him to calm down at all." The president sounded tired in his voice now, trying not to think of the worst possible scenario.

"No, Sir. I tried taking when he was first appeared in New York-."

"Then you have my permission to defuse the situation, whatever it takes before other former heroes rally behind him. I know their all doing the right thing but right now they're on the wrong side of the law. I will be calling regularly to confirm where we are in all of this."

"Thank you, sir. I'm already on it"

Tony hung up the phone with a little more clarity. He stuffed his phone back into his pocket with twitching fingers and took a deep breath. The clock had just started ticking and he had to find Peter but he wouldn't go quietly, that much was certain. What's more, if he really had the alien symbiote he would be difficult to take down with that kind of strength if he merged it with the Iron Spider suit.

Peter already proved that he was a force to be reckoned with when he first attacked and broke into the building to fix the Iron Spider. Tony gritted his teeth hard. He had underestimated his opponent not once but twice. This incident with Venom was another indication of the person he was dealing with. A Person filled with anger and malice but even worse was that whatever he was doing, Peter had a plan.

Tony sipped his glass like it had a displeasing bitter taste to it. He took in the atmosphere, sinking back into his chair. Closing his eyes, Tony thought back to the first attack in this very building. The intense look on his face was one without mercy. His punches must have been one of the hardest he had ever felt. The web-lines streaming from his wrists, entangling Starks metal chest like adhesive hooks. How Peter bent his body to avoid the attacks with ease and ripped the Iron Man suit like aluminum foil.

Peter was once his friend, someone who could see things from a scientific point of view, but he always had that conscience. Like every hero he had his own set of problems and shouldered a lot of pressure. He lost two people close to him. Tony took another sip of the bitter alcohol as his mind continued to wonder about the fallen former avenger. A scientific mind coupled with rage created the new Iron Spider and its improved Waldoes.

A bolt of blue light dispersed into pieces like little blue fireflies and shot back toward him like four turrets. How they clawed into his suit like a ravenous creature. There could be no doubt that leaving Peter was clearly not an option and bringing him in as fast as possible would be a favor to the world.

Suddenly, like a machine grinds its gears, Tony's brain runs like clockwork. Various equations flash behind the backs of his eyelids and an idea is born. His heart rate hastens a bit from these thoughts, at what they can do. Again he is captivated by his own genius and what it had given him, but even if it was good it needed to be tested. His expertise demanded trial and error. He took a minute to give the idea one more thought to truly convince himself and he was sold. He hopped out of the chair a man determined. Because everyone knew that Iron Man wasn't just a suit but a man that could make things happen.

His right index finger struck the intercom button on his office phone hard.

"Maggie?" said Tony hastfully.

"Uhh, Mister Stark my name is Megan"

"whatever." Said Tony all too anxious to care about his mistake. "Just hold all my calls. If the avengers come looking for me I'll be on the R and D levels."

The dark sky was devoid of clouds that night and the only thing that could be seen in it was a crescent moon. It bathed the city its ambient light. The people of New York City walk the streets to their various destinations. Some people talk about the day's events, relishing in triumphs and others loathed their misadventures. The night sky is calming to the soul, representing the close of another cycle.

At night many people get ready for sleep to take on the next day, but not the criminal element. It exists in various forms at all times of the day but at night things are different. At night, some people feel their right at home. The winds blow through hallowed pitch black alleyways, funneling through the tight pathways and blowing old newspapers into gutters and vacant streets. They give invitation to deeds as dark as the shadows, offering cover from observant eyes.

During the day, were the people brave enough strike their targets in broad daylight. Super villains who would run through the city with a certain confidence to engage in titanic fights with heroes. The air filled with rock debris and dust from crumbling buildings. The skies, filled with energy blasts fired back and forth with hues that were anything but natural.

From the dark, creatures crawl out from the tiny crevices, venturing to seize the night. This is their time to take the streets in a way that isn't so obvious to the avengers. Aside from the astral plains, timelines and universes the streets are their own world, their own universe. Regardless of the living energy and matter monsters the avenues are their own beast and the island of Manhattan, an eternal battleground.

On the rooftops of Manhattan two shadowy figures move through the air like trained acrobats. From high above they swung across large gaps between buildings as the night air brushes against their naked faces. The first was a female covered in black. Her body was slim yet muscular and held by a thin layer of black leather hugging her body. Her hair snow white hair flowed like a curtain in the wind as she held tight onto her grappling hook. Her face was had strong cheekbones as the breasts on her chest were her most noticeable feature. Although she herself was a strong individual, her facial expression said different.

The lipstick that coated her mouth was curled in the form of a frown whenever she looked back at are companion. He was a bewildered man cast in crimson and a glinting gold spider stretched across his chest but his face was that of Peter Parker. Without his mask covering his five o'clock shadowed face but clenched in his left hand. His brown, unkempt hair just barely drape over his scowling brown eyes. His muscular form gracefully swings through the air behind the Black Cat with a backpack on his back.

As she swings behind buildings, flips in mid-air and her grappling hook grabs hold on another building, she feels his gaze. She feels Peters eyes fixate on her form. Her head is hot with regret, he body feels hollow and she knows why he feels so on edge. She was captured and used as bate to lore him into a trap. The spider could have left her but he came back, was that really her problem to deal with? She couldn't take it anymore; the pressure knowing this would linger on had to be dealt with regardless of the outcome.

The Black Cat suddenly yanked on her black grapple line, suddenly rising up through the air to the roof of a skyscraper. Her feet were ahead of her body as she flew upward and flipped to gently land her feet on the gravel covered rooftop. As she stood still she didn't even bother to turn around as her heard the impact of Peter landing behind her. It took only a second before Peter's voice sounded "Why did we stop?"

At that moment a cool breeze blew Felicia's Silver hair against the left side of her face as she turned around to face Peter. The tone in his face was not one of concern but perhaps inpatients. She could see it, the tenseness in is toned biceps and muscles as his red suit hugged his body. His eyes didn't seem to sparkle so much as they looked somewhat hallow. Felicia brushed the silver locks of her hair behind her ear and folded her arms as if she were cold.

"Why don't you just say what you're thinking?" said Felicia, removing her eye mask in a distressed voice. "We both know what it is so let's get it over with."

Peter stared at her for half of a moment before speaking. "There's nothing to talk abou-".

"DON'T PLAY DUMB WITH ME!" she yelled at the top of her lungs. "I never asked for you to come save me! That's what it is isn't it? That venom used me to get to you?"

Peter had grit his teeth before he replied "That is true, but it all worked out in the end."

"So what is the problem then?

"You know, when I saw on a TV that you were on the run from registration. I had a chance to leave but I just stood there for what felt like thirty minutes. I thought of if I should get involved, if I should save you. If it hadn't been for the tracer I slipped onto you I might have." Peter looked deep into Felicia's eyes without blinking as she stared back wide-eyed "Venom must have seen it and made a trap for me, fortunately it worked out but what I'm saying is… I,I need to do this alone. There's no need for you to be a part of this anymore, you should leave to Paris or something."

At just that moment, Felicia broke away "You don't know what you're saying. You've already lost so much."

"And that's exactly why you need to leave, save yourself and go. It only gets worse from here and where I'm going is no place for you. Please leave. I'm not the Peter you knew anymore."

She couldn't believe what she was hearing. Peter Parker, one of the only men she ever loved was telling her to leave him. A lump formed in her throat making it hard to swallow. A ghostly chill traveled through her body like an unforgiving wind. Her open palm covered her face, as her closed eyelids shed tears of regret. There she stood in her high heels and leather suit covered in tears of anger.

Felicia's hand descended from her mouth with her tearing eyes once more made contact with Peter's unwavering attention. She stepped toward Peter until her face was only mere inches from Peters. The tears were now flooding from her eyes forming black streaks running down her face like a mudslide. Her breaths were inconsistent, she attempted to hold back her heaving but Peter had already picked up on it. He didn't say anything, he just stood there she tried to get out the words on here mind.

Saying what she meant to say was proving difficult for Felicia as they remained face to face. Why was this so hard to do? She attempted once more but was only more dry heaving in the wind and she walked away from Peter with only her back to face him. She steadily walked till she reached the edge of the building never once turning back. What she said before she leaped from the edge of the building was low and the wind was still brushed small gusts or air as she turned around.

The wind stole what whatever sound had escaped from her lips so the only thing Peter could rely on was his eyes. Felicia said a few her words and leaped from the edge and was lost into the sea of buildings.

Peter would spend another fifteen minutes on that barren roof. He sat on the edge of the building with his feet dangling in the air and his head sunken into his chest. Thinking about what he said to Felicia and how he meant every word. He sat still looking out into the void of space wondering if it was the right thing to do.

"Of course it was right" He thought to himself. "This has nothing to do with her and knowing me she would only get hurt."

Peter clenched his teeth as hard as he could when he found himself thinking. How many times did he blame himself when things went wrong? How many people's lives did he blame himself for? When he let villains play with his emotions and dictate his moves from the shadows by using the people closest to him. There were countless times he saved Mary Jane and Aunt May only to lose them anyway, to lose them like he did Gwen.

In that instant Peter choked on his spit. He beat his fist against his leg. The winds stealing whatever breaths he attempted to regain. He clenched his fist in a fit of rage as his mind instinctively flashed back to the Brooklyn Bridge. Gwen's body freefalling toward the East river. The shot a web-line without thinking that accidently snapped her neck.

"AHHHHHH!" He screamed into the night sky and said "never again" In a low mumble as he grit his teeth hard.

"Poor Peter" whispered a sly voice from behind Peter.

The Iron Spider's four Waldo arms sprang up from the suits back and craning toward the mysterious voice. He was a tall man draped in red robes, sharp fingers, a pointed nose and unsightly red hair. Even his skin was red and slightly shined in the crescent moonlight. He looked like a vampire but Peter knew better than that. He sprang up, facing the man with his back arched like an animal ready to pounce and putting on his mask.

"You shouldn't have come here" Growled Peter.

"I'm sorry but I had to see it for myself. The self-loathing, loss of control and the delusions you make for yourself just to keep going. I dare say, it's delicious."

Without thinking the Iron Spider ran straight for the giant with the Waldoes pointed out like claws. As he attempted to land a punch, the man disappeared in a puff of red smoke and reappeared about five feet behind the spider laughing. The Waldoes transformed to their repulsor mode and fired bolts of blue light only to have the fiend disappear again and reappear in a different spot.

"Come now Peter, this is pointless. You can't stop me anymore than you could save your loved ones."

Peter could feel his skin get hot underneath the suit, the anger inside him was feeding on itself like a leech. He was past words and far from talking.

"But you see it, don't you? All I wanted was to change the timeline so you that you and Mary Jane never got married in exchange to bring your Aunt back. It was a fair trade, some might even say the deal of the century but hey you made the choice. But the real kicker is that because of your choice, you lost everything and waged war with people you called friends."

The Iron Spider leaped into to the air and shot two wide web lines, covering every surface of the roof. The man disappeared as the webs rained from the sky and reappeared on top when they settled on the ground. The spider was now descending from the sky as one stinger protruded from each of his forearms. The man stood still as the spider stuck him in the chest with both stingers. He appeared to have hard time breathing before his body went limp.

The spider's heavy breathing was now slowly subsiding with the lifeless body in his clutches. Lying still on the giant web the red man was still as Peter took his breathes. Absorbing the moment as the night air blew fierce with one gust. Just as he was about to let go of the body it sprang back to live with a sinister grin across its face.

"Ok, you hit me, are you satisfied now?" Said the man, once more cackling out loud.

The wicked laughter beat hard against, Peter's eardrum. Mephisto's laughter turned back into cackling, revealing pearly white teeth as well as a pair of fangs. His yellow glowing eyes gauged deep into Peter's soul. Breathing became heavy again. Even under the mask, peter's face was on of distress. It looked as if he tried to muster up the strength to speak but how to speak was lost to him.

Did he really think that his stingers could kill a demon? The creature was responsible for the existence of an entire realm. In possession of bartered souls. He was known for fighting the teams like the fantastic Four. Yet here was lying on the roof of a building, laughing. The stingers dug deeper into the red skin with no sign of letting up. The stingers went deeper till they reached the backside of the demon's body and no liquid leaking.

"WHAT DO YOU WANT MEPHISTO!" Screamed Peter

"Ahh, I see the man has taken the reigns again." Said Mephisto in his slick tone "That spider in you could become a problem. The spider almost killed Iron Man, defeated your arch nemesis. Could have cost you the Black Cat too. But your mistaken, this isn't about what "I" want because like everything else in your life this, Peter, is about you."

The stingers deep inside Mephisto's chest began to slowly retract back into Peter's forearms. Peter stood, Pulled off his mask and looked into Mephisto's cold and glowing yellow eyes for some ounce of truth but there was nothing to distinguish. He glared at the demon as it grinned back like a true villain standing up straight and smoothening out his ruffled red robes.

"I love watching you, your choices are… unexpected. At times you're cold and calculating and at others you're an animal with nothing to lose, it's great entertainment. … But I can see that you're at an impasse right now, who could blame you? Wondering if you should let go of your feelings or hold onto humanity. Me personally I say humanity's overrated. In a world of heroes you're the only one who truly knows consequence."

"I guess you could say I've become quiet the fan. I know what you are feeling, really I do but you can't stop now" Whispered Mephisto as he walked circles around Peter. "You mustn't lose your resolve now. Change is enveloping your little universe as we speak so what will you do? Are you a spider playing the role of a man or a man becoming the spider? I'll be in touch."

The demon disappeared in a cloud of red smoke leaving Peter to his thoughts and a web covered rooftop. "Was he playing a game?" He thought. "No, from what he was saying I'm the game and the world is entertainment". But before he could think about it any further the rustling of gravel sounds behind him.

Peter spun around, putting his mask on once again. The Waldoes ready to shoot when he saw it. A crouching figure covered in white and glinting silver. A white hood that covered his head like the top beak of a bird, leaving his face covered with nothing to be seen but blank white eyes like a predator in the darkness. The tattered dirty white cape which shrouded his form and flowed in the night winds covered in bullet holes. Peter didn't need to see the crescent moon shape on his chest to know who he was though. His name was Moon Knight.

Moon Knight stood up tall to a towering six feet with silver wrist guards protruding from within his cape as it blow in the wind. His body was well toned like an Olympic athlete covered by a white Kevlar suit that looked like it could stop at few bullets but stretchy enough to accommodate his athleticism.

To Peter Parker, Moon Knight was a mystery but nothing more really. Compared to back then, Moon Knight always was more aggressive like Frank Castle but never to the point of purposely killing. On occasion, they would cross paths, two would fight together but only for a limited time and never on a team. The moon knight avoided teams as if they were cancerous. He never answered to anyone even burning his avenger's membership card in front of Captain America.

Shortly before the end of the civil war, after years of not being seen, he had returned to take on the streets but refused company. This much was certain to Peter. On a night like this during the civil war Spider-Man had approached him, wanting to talk as "Moony" bashed a muggers bones with a 2X4 painting a nearby wall crimson. Before Peter had a chance to talk to him moon knight walked away. It was at this particular moment that the he thought to himself privately how funny the roles had reversed.

"Can't you people just leave me alone?" said the masked Spider-Man straightening up his posture with closed fists.

"Not when you plaster your face all over the media for the third time." Replied the Moon Knight in a deep growling voice.

"So what is it? You want to fight me too?"

"No" Said the Moon Knight curtly sounding almost relieved. "I need your help"

The Iron Spider slightly tilted his head to the right side when he had realized the rooftop was no longer covered in webbing. It was as if it was never there in the first place, like Mephisto was never there.

"How long were you watching me?" said Peter with alert in his voice.

"Since you and the Black Cat stopped here, about twenty minutes ago." – replied Moon Knight

"So you didn't see anything?" – Spider-Man

"Just you walking around in circles. Is something wrong?" – Moon Knight

This would mean that Mephisto wasn't there in the first place, could it be a hallucination? His spider-sense didn't go off so he wasn't in danger but demons are on another plain of misfortune. The Iron Spider stood for a moment looking at the ground, paying absolutely no attention to the white knight across from him.

"So will you help me?"

The Iron Spider realigned his sight with the Moon Knights dark, blank face. He thought about it, looking skeptically at his form "help with what exactly? I'm not in a trusting mood."

"An undercover operation in Harlem… I'll fill you in along the way." Replied Moon Knight.

Surely if a man that wanted no part in a team was asking for help, there had to be some truth to it, Peter thought. But here he was, on the same roof where he just told the Black Cat to leave him and was about to team up. Just then Mephito's words echoed through his mind "The spider almost killed Iron Man, defeated your arch nemesis and almost cost you the Black Cat too." Was the demon hinted at something? A foreshadowing at events to come, was it a warning? Or was it all just some sick joke?

One thing was certain though, Peter was angry, all the time and fighting was the only way to expel it. His head grew hot at the realization but may he was hasty, maybe being alone wasn't the answer at all? He wasn't too sure what was right but he did know that there was some good he could do tonight and maybe feel a little balanced.

"I'm in" was Peter's decision.

"Good. We'll head there asap" replied the pleased Moon Knight. "… But first, let's get you to a shower. Even rouge heroes should smell good."

Peter didn't notice the musky smell radiating from his armpits. The smell seemed to invade his nose like an odor armada and flooding them. Without a second thought he followed the lunar warrior into the night.

Every place has its secrets and New York was no different. Buildings were constantly being torn down for new ones, accommodating the luxuries of the next generation of people to enjoy there splendor. Homes give way to new malls and vacant lots become department stores. Areas eventually become crowded, sometimes causing details to be missed and places to be overlooked.

Where people like shield and the avengers pay attention from up high it went without saying that details got past even them at times. The darkness was an ally not only to villains but rouge heroes as well. The Moon Knight, Marc Spector was no exception to this rule as he and Peter, treaded deep into the old subway tunnels, under Manhattan Island. The walls were coated in layers of dust from trains, zooming back and forth. The rails were rusted for years of water damage and over use.

The air was hot, humid and unclean with each breath you took as if there were little remnants of oxygen. These were the reminders of an old world that didn't change in decades and only expanded. Only added to with new additions to train tunnels, never modified and never looked after. The two proceeded through the stern and hallow tunnels of the subway station as the hot air blew at their faces. The iron rails began to rumble like a small quake bearing down. In the distance, there was a horn. It sounded like a bellowing bird, in unbelievable pain.

Moon Knight walked down the tunnel with no sign of urgency. His walk was unchanged, not affected by the sounds up ahead. Still he proceeded down the tunnel with a certain swagger. Peter's head began to buzz like a wasps nest when confronted by an intruder. With each second the buzzing got louder and relentless. There were now two lights in the distance, blaring like empty eyes and they were growing larger. The sound of metals making contact screeched, violating the ears.

The Moon Knight was still walking as the train was still twenty feet away. He rammed into a wooden board on the wall to the right and it fell over easily toppling over pulled Peter inside after him. Folds of the Iron Spider suit were clenched in the knights vice grip and pulling him close. Peter swatted his hand before he had the chance to let go.

For a moment the Spector stood looking straight at Peter without a word. Peter looked back still wearing his mask and tensing his muscles. Still Moon Knight looked back into his gold spider eyes and said "Sorry about that" as he turned away from Peter.

The room was large and wide easily twice the size of J. Jonah Jameson's but not nearly as clean. Grime coated the floor like a second skin, caked up over time but some areas were cleared. A group of old wooden chairs stood near the middle of the room. The air was also warm here but the rushing air from the train was nice and cool as it made contact with his suit. There was an old army cot in a far corner standing on six rusted legs but the sheets on it looked clean enough. In fact, whatever was in that room looked like it had recently been moved there.

The lights overhead were elongated bulbs, lined up in rows but it seemed only every other pair of lights had burned out. The lights had a greenish tint to them and much of the room was still coated in darkness as small squeaking sounds could be heard in the distance. These sounds seemed to grow fainter and fainter with the arrival of the pair of unexpected guest.

A duffel bag the shape of a cylinder lied next to the cot, it must have been full of gear. A small shower was in another corner diagonal to the cot but it had no enclosure or curtains, just a can of ajax, a bar of soap and a somewhat clean floor. The air still smelled of cleaning products leading Peter to the conclusion that this "base" was work in progress, as was rebuilding an old alliance. In another corner to his right, Peter could see a stone head lying there, broken at its neck with shards of rock at its necks base. There was a distinct shape of a crescent moon on its headpiece and its face facial features were flat and very similar to the Moon Knights mask.

Moon Knight walked toward the center of the room removing his white hood and relinquishing his black mask from his face. This was the first time he had ever revealed his face to anyone. He had a stern yet grizzled look about him, the kind of man you had heard about from war movies. A strong chin like Captain America, a somewhat pointed nose, strong cheekbones like walnuts, managed brown hair, a slash scar straight down his left eye and a pair of the meanest cold blue eyes he had ever seen.

Perhaps he didn't mean to but the Moon Knight gave off a chilling feeling from the look in his eyes which were not far off from Frank Castle, eyes of a killer. He tossed his black mask onto a chair and extended his right hand toward Peter and said in a growling voice. "It's nice to finally meet you Peter, names Marc Spector.

Peter approached and shook Marc's hand. It was a stern shake and they looked into each other's eyes searching perhaps for a hint of deception or maybe weakness in character but nothing. Marc released his grip while still looking at Peter and curving the corners of his mouth into a smile.

He pointed at the shower, gesturing it was that time to move forward. Peter's hands pulled at his backpack, taking it off and placing it onto the floor.

Marc reached out his left hand for the bag but before he could pick it up Peter yanked at the bag and clutched it in his arms.

"I guess that makes two strikes for me now" said Marc as he retracted.

"Sorry, reflexes." Replied Peter in a curt fashion

"Well it has been an, eventful few days for you so I won't hold it against you. But you are different. You haven't even tried one of your corny jokes."

"I'm not so friendly neighborhood anymore. So what's the situation in Harlem? Did Iron Man catch Cage?

"The opposite actually, Cage fought harder but the way things are you need to be low key and being Luke Cage you're anything but." Responded Marc Spector in an earnest tone of voice. "Because of that, organized crime had taken advantage, seeing as how they have a bit more breathing room. Tonight we'll try to reach the heart of the problem. Do you know what M.G.H is?

"Mutant Growth Hormone" said Peter flatly

"Yes, but now it's worked its way to the streets as a real drug. Users will line up for blocks just to throw each other through the walls later. They get temporary superpowers like yours but the way it's made, the is also known to amplify aggression to the point where the person either works their heart to death or in rare cases explode and take other people down with them when they go."

Would this still have happened if we won the Civil War, Peter thought to himself.

"So what happens now, Marc?"

"First, you take a shower. Second, we head to a club in Harlem (out of costume) and third, we find the suppler and end the shipments. Ordinarily I'd do this alone but these enforcers all use MGH and one man can only do so much. The operation is real and the people are real. There are no tricks here so I feel like I have to ask you one more time. Are you in or out?"

Peter could feel a lump in his throat. He thought back to be a loner, how maybe it wasn't the right choice. Just then he thought back to Felicia and the last words she said before she departed from him, those fleeting words, lost in the wind. Her hair blowing in the wind, the air stealing her words but the movement of her lips was clear to his eyes.

"I will never give up on you" she said to him. So how could he give up on others? He had come all this way for a reason, right? People needed help; registration was not reacting fast enough so this was his kind of job. So he looked back at Marc without blinking and gave the same exact answer as he did before "I'm in."

"Good, we leave in one hour. You can leave your bag here or take it with you, your choice."

Peter reached deep in to the depths of his backpack looking for something but he couldn't find it. Slowly his face changed as if he had a bad taste in his mouth. His eyes had suddenly opened his eyes wide as his lids could muster. He broke eye contact from Marc as he insisted on checking the bag looking directly into it. He shifted the jeans, the Yankees hat and shades until his hand caught something. His face seemed to calm as his hand clenched onto the object and released.

"Is everything alright?" Asked Marc with a look of minor concern.

"I'm fine. Let's get started" said Peter as he zipped up his bag.

Within the confines of Stark Towers Research and development levels, Tony Stark is hard at work. Metals were being bent, solving equations and gazing at the schematics for the Iron Spider suit. One year ago, it was he that created the suit. It was he that gave it to people as a sort of birthday present and was now used against him and even improved its design. Machines large and small worked together mending that what looked like a metal man on a slab.

Sections of its body were covered in wires and was far from finished, not to mention the testing that would still come later. Tony sat laid back in a steel chair and a small drink in his hand. Try as he might he could stop looking at Iron Spider suit when his phone began to ring. Tony looked to find that his display read "Hill" and answered the call.

"Mister Stark?" said a mannered woman's voice. "I was curious as to how you plan to solve the spider problem?"

"Resume your operations for capturing unregistered heroes as usual and you know… spy stuff."

"With all due respect sir, he injured five agents including Agent Romanoff. Shouldn't we be pushing our efforts to catch Spider-Man? Washington is pushing for this"

Tony exhale heavily, he was tired of talking to a brick wall. There was pride in her voice so why would she stop. This conversation was already trying his patients and he was hard at work so like a child that wants what it wants and a questionable parent. Tony said what the voice wanted to hear "If you chase after him now there is a less than ten percent chance you could actually but if you want to try I won't stop you."

"Thank you, sir. I will. Ten percent is more than enough."

Tony took another sip of his drink and looked intently at the Iron Spider suit and reflected on the battle they had. "More then enough" He said out loud to himself and laughed. Maybe he lied to the Hill woman or maybe he said it with truth but hoping she would fail since there was a bit of his own pride on the line here. She would try to capture the Peter Parker, she might fail but maybe she could also succeed. Either way, good or bad Tony would keep his cool because at least he would get a new suit.


End file.
